UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF OHIO

EASTERN DIVISION

WELLINGTON RESOURCE 

GROUP, LLC,

Plaintiff,

Civil Action 2:12-cv-00104

v. Judge Algenon L. Marbley

Magistrate Judge Elizabeth P. Deavers

BECK ENERGY CORPORATION, 

et al.,

Defendants.

OPINION AND ORDER

This matter is before the Court for consideration of the Motion to Intervene filed by

Proposed Third-Party Plaintiff Transact Partner’s International, LLC (“Transact”). (ECF No. 9.) 

Pursuant to Federal Rule of Civil Procedure 24, Transact seeks to intervene in this diversity

action as a matter of right, or in the alternative, permissively at the Court’s discretion. Both

Plaintiff, Wellington Resources Group, LLC (“Wellington”), and Defendant, Beck Energy Corp.

(“Beck”), oppose intervention. For the reasons that follow, Transact’s Motion to Intervene is

GRANTED.

I. BACKGROUND

On February 1, 2012, Wellington brought this diversity action for breach of contract and

unjust enrichment against Beck.1

 Within its Complaint, Wellington contends that in 2010 Beck

sought its assistance to locate a qualified purchaser for its oil and gas interests with respect to

certain real property. Wellington submits that on February 28, 2011 it entered into a contract

1

 Wellington is a Pennsylvania corporation and Beck is an Ohio corporation.

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with Beck. According to Wellington, the contract obligated Beck to pay five percent of the final

transaction price if Wellington provided a willing and able purchaser to Beck. Wellington

contends that in August 2011 it introduced Beck to XTO Energy, Inc. (“XTO”). Wellington

further maintains that, in December 2011, XTO agreed to purchase oil and gas leases from Beck

for $84,961,346.00. According to Wellington, despite XTO’s purchase, Beck refused to pay

Wellington the five percent brokerage fee. Based on these allegations, Wellington contends that

Beck is in breach of the February 2011 contract. Alternatively, Wellington brings a claim for

unjust enrichment, contending that Beck has inequitably received Wellington’s services without

providing compensation.

Transact, a North Carolina company, filed its Motion to Intervene on March 14, 2012. 

Transact seeks to bring a breach of contract claim against Wellington. Within its proposed

Third-Party Complaint, Transact contends that it entered into a contract with Wellington on

January 31, 2011. The contract provided that Wellington would pay Transact two percent of the

total transaction price if Transact provided a willing and able buyer who ultimately purchased

Beck’s oil and gas interests. Transact maintains that it located XTO and initiated the

communications which ultimately led to XTO’s purchase of Beck’s property. Transact asserts

that despite XTO’s purchase of Beck’s oil and gas lease, Wellington refused payment, thus

breaching the contract. In the alternative to its breach of contract claim, Transact also seeks to

bring unjust enrichment claims against both Wellington and Beck. Transact specifically asserts

that it performed services that benefitted Wellington and Beck, and that it is entitled to

compensation.

As noted above, both Beck and Wellington oppose intervention. Beck contends that

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because Transact is not a licensed real estate broker in the state of Ohio, it does not have a legal

interest in this lawsuit. Wellington maintains that the January 31, 2011 contract between it and

Transact contains a binding arbitration clause. Accordingly, Wellington asserts that the Court

should enforce the arbitration clause by denying intervention. Additionally, Wellington

contends that permissive intervention is improper because including another party, based in

North Carolina, would unnecessarily complicate, and potentially delay, this action.

II. STANDARD

Transact moves to intervene in this case as a matter of right under Federal Rule of Civil

Procedure 24(a)(2) or permissively under Rule 24(b)(1)(B). In general, “Rule 24 is broadly

construed in favor of potential intervenors.” Purnell v. Akron, 925 F.2d 941, 950 (6th Cir.

1991). Rule 24 provides in pertinent part:

(a) Intervention of Right. On timely motion, the court must permit anyone to

intervene who: 

* * *

(2) claims an interest relating to the property or transaction which is the

subject of the action, and is so situated that disposing of the action

may as a practical matter impair or impede the movant’s ability to

protect its interest, unless existing parties adequately represent that

interest.

(b) Permissive Intervention.

(1) In General. On timely motion, the court may permit anyone to

intervene who: 

* * *

(B) has a claim or defense that shares with the main action a

common question of law or fact.

Fed. R. Civ. P. 24.

With regard to intervention as a matter of right, a party seeking to intervene must satisfy

four elements. Specifically, a potential intervenor must demonstrate “(1) that they have timely

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applied to intervene; (2) that they have a substantial legal interest in the pending litigation; (3)

that their ability to protect that interest is impaired; and (4) that the parties presently before the

court do not adequately represent that interest.” Cuyahoga Valley Ry. Co. v. Tracy, 6 F.3d 389,

395 (6th Cir. 1993). A party must demonstrate each element before the Court may grant

intervention as of right. Id.

Even if the Court denies intervention as a matter of right under Rule 24(a)(2), it may still

grant permissive intervention under Rule 24(b)(1)(B). See Purnell, 925 F.2d at 950 n.8 (noting

that although a party only moved for intervention as a matter of right, the district could have

considered permissive intervention). The decision of whether to grant permissive intervention is

within the Court’s sound discretion. See Blount-Hill v. Zelman, 636 F.3d 278, 287 (6th Cir.

2011) (reviewing permissive intervention determination for abuse of discretion). Like

intervention as a matter of right, permissive intervention requires a timely application. 

Stupak-Thrall v. Glickman, 226 F.3d 467, 472 (6th Cir. 2000). Furthermore, the motion to

intervene must establish “at least one common question of law or fact.” United States v.

Michigan, 424 F.3d 438, 445 (6th Cir. 2005). The Court should also balance the factors of

“undue delay, prejudice to the original parties, and any other relevant factors . . . .” Michigan

State AFL-CIO v. Miller, 103 F.3d 1240, 1248 (6th Cir. 1997). Finally, this Court has provided

that “permissive intervention under Rule 24(b) is to be liberally granted, so as to promote the

convenient and prompt disposition of all claims in one litigation.” Berk v. Moore, No.

2:10–CV–1082, 2011 WL 1792534, at *3 (S.D. Ohio May 9, 2011) (internal quotations and

citations omitted).

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III. ANALYSIS

Once again, Transact moves for intervention as a matter of right, or in the alternative, for

permissive intervention. Under the circumstances of this case, even assuming that Transact fails

to meet the requirements of intervention as a matter of right, permissive intervention is

appropriate.2 Upon review of the record, the Court concludes that Transact’s Motion to

Intervene is timely, the relevant claims involve common issues of law and fact, and other factors

do not significantly weigh against intervention.

A. Timeliness

As a preliminary matter, the Court finds that Transact filed a timely Motion to Intervene. 

Transact filed its Motion to Intervene only six weeks after the original Complaint, and within a

month of learning that Wellington had filed this action. This case remains in its early stages, and

there is no indication that the original parties suffered prejudice as a result of the timing of

Transact’s Motion. Furthermore, neither party challenges the timeliness of Transact’s Motion to

Intervene.

B. Common Question of Law or Fact

The Court also finds that Transact and Wellington’s claims share common questions of

both law and fact. First, as to common questions of law, Transact and Wellington each bring

unjust enrichment claims against Beck. In particular, both Transact and Wellington maintain

that Beck unjustly benefitted from brokerage services that they provided. Second, it is clear that

common questions of fact exist. The claims of Transact and Beck both arise from the sale of

2

 Accordingly, the Court finds it unnecessary to determine whether Transact satisfies the

requirements of intervention as a matter of right. 

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Beck’s oil and gas interests on the property to XTO. Furthermore, Transact and Beck’s claims

all involve interrelated questions regarding the services each corporation provided to facilitate

this sale.

C. Other Factors

Finally, the Court finds that other factors do not weigh against intervention. As

highlighted above, before the Court may grant permissive intervention, it must consider the

effect of intervention on the original parties. Fed. R. Civ. P. 24(b)(3); cf. Miller, 103 F.3d at

1248 (holding that the district court improperly failed to provide the its reasoning for denying 

permissive intervention). Under certain circumstances, such as when intervention would impact

the original case schedule, Courts have held that adding additional parties would result in undue

delay. See, e.g., Stupak-Thrall, 226 F.3d at 478 (holding intervention would cause undue delay

and prejudice original parties when it would interfere with the case schedule); Johnson v. City of

Memphis, 73 F. App’x 123, 133 (6th Cir. 2003) (holding that because extensive litigation had

already occurred, intervention would cause undue delay).

In this case, it does not appear that allowing Transact to intervene will cause significant

delay. Once again, this case is at its early stages, and Transact moved to intervene before any

case schedule had been set. Under these circumstances, the Court finds any potential for undue

delay to be minimal. 

Additionally, the Court is unconvinced that the parties will suffer substantial prejudice

from intervention. Wellington contends, in conclusory fashion, that allowing Transact, a North

Carolina company, to join its action will unduly complicate the proceedings. Nevertheless,

without further detail, the Court is simply not convinced that inclusion of an additional out-of6

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state party will result in more than minimal prejudice to Wellington and Beck.

The Court also finds the parties’ other arguments against intervention to be unpersuasive. 

Beck contends that the Court must deny intervention because Transact is not entitled to maintain

a cause of action under the applicable state law. Intervention under Rule 24, however, is not the

proper mechanism for considering the merits of Transact’s claims. It would, therefore, be

inappropriate for the Court to consider such issues at this stage of the proceedings. Beck is free

to challenge the merits of Transact’s unjust enrichment claim through the appropriate Federal

Rules of Civil Procedure. 

Wellington maintains that the Court should deny intervention because of the arbitration

clause in its January 2011 contract with Transact. In its briefing, Transact concedes that the

contract contains a binding arbitration clause.3

 Nevertheless, the Court finds no reasons to

conclude—and Wellington does not provide one—that allowing intervention will preclude

enforcement of the arbitration clause. As Transact suggest, it appears that the Court may stay

Transact’s claims against Wellington to allow for arbitration, while permitting the claims against

Beck to proceed.4

Finally, judicial economy favors intervention. As this Court has held, “[j]udicial

economy favors the disposition of related issues and claims in a single suit.” S.H. v. Stickrath,

251 F.R.D. 293, 297 (S.D. Ohio 2008) (citing Jansen v. City of Cincinnati, 904 F.2d 336, 339-40

3

 Transact emphasizes, however, that Wellington did not invoke the clause until after it

sought to intervene.

4

 The Court will discuss how this matter will proceed at the preliminary pretrial

conference. It makes no determination as to the ultimate impact of the arbitration clause at this

time.

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(6th Cir. 1990)). Here, as detailed above, Transact’s claims share common issues of law and fact

with the initial action. Based on the similar nature of Transact and Wellington’s claims, judicial

economy favors the resolution of the parties claims within the same action. 

IV. CONCLUSION

For the foregoing reasons, Plaintiff’s Motion to Intervene is GRANTED. (ECF No. 9.) 

The Clerk is DIRECTED to file Third Party Plaintiff-Intervenor’s Complaint (ECF No. 9-3)

along with the attached Co-Brokerage and Confidentiality Agreement (ECF No. 9-2).

IT IS SO ORDERED. 

Date: July 23, 2012 /s/ Elizabeth A. Preston Deavers 

 Elizabeth A. Preston Deavers

 United States Magistrate Judge

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